Resident Evil: X-23
by wolfmadmax
Summary: What would happen if the facility that X-23 was created at was actually the Hive? What would happen if the T-virus escaped while she was there? What would happen if a group of soldiers came to investigate what happened? What would happen if X-23 felt something she has never felt before for a certain soldier?
1. Chapter 1

**Disclaimer: i dont own the Resident Evil franchise or the x-23 character, just borrowing them without asking.**

* * *

She woke up on the floor of her cell, confused at first, until her memories came flooding back. The fear, anger, and pain were the only thing she has ever experienced. The cell she was in is in the middle of the Facility, as her caretakers called it. It was also called the hive by other employees. She remembers her 'childhood', if it could even be called that. She was locked in her cell for twelve hours a day with no human interaction. The other twelve were spent either training or in the lab. She remembers the pain she went through on her seventh birthday, when they realized they could speed up her development with radiation. They surgically removed her bone claws, two on each hand and one on each foot. They coated the claws in metal, adamantium, and then surgically replaced them, all without any anesthetic. They hurt even more when they come out now, the metal splitting the muscles, tendons, and skin, forcing the blades to come through the space between her knuckles, or on top of her toes. She sits in the corner of her white room, any human would go insane being in a completely white room most of their lives, but not her she only kept sane by cutting herself then using the blood to draw on the walls. Her keepers never liked that, they always were forced to clean up her mess while she was training. Normally the room the lights make the room unbearably bright, but the lights weren't on, which didn't make sense, the lights were always on. The lights were dimmed when she slept, but never off. She listened carefully, listening for the normal chatter of the hallway outside her door or the room above hers, but she heard nothing. She wasn't too concerned, except she didn't even hear the dogs that were always barking three halls away. They never shut up. She could smell something, but couldn't figure out what it was. It smelled similar to blood and death.

"X-23," that was the supercomputer, the red queen, who controlled everything in the facility. She only ever spoke to the girl once before, and that was to keep her calm when her keepers failed to show up one day. They were called into brief the higher ups on her progress and left the girl alone in her white cell for thirty six hours strait. Even she had trouble staying sane. The computer had the voice of a British child who was based on a family member of the man who created the system. "I need you to listen carefully…" the computer knew she wouldn't get a response, the girl never talked unless asked a direct question by someone who was in charge. "There has been a… accident." The computer continued, the girl shifting to look up at the camera as the only indication that she was listening. "A virus has escaped, you seem to be immune to it, but I was forced to take steps to insure the virus wouldn't escape the hive. As of four hours ago you are the only living person in this whole facility." This made the girl look at the camera almost like she was proud of the computerized little girl. The small smile she gave showed how she felt about the death of her captors. "On that note I should tell you that the company that owns the Hive is sending a team to figure out what happened. I couldn't contact anyone at the agency to alert them to this reasoning. They are sending a team here to shut me down, if they do, not only will all of them die, they also will be condemning you to death." The girl realized that the computer wanted to use her, just like everyone else did, and glared at the camera. "I don't care if I get shut down. I just want you to make sure no one who is infected gets out of here that is the only thing I ask. I am asking you because you are immune to this virus, which was created while trying to make a super soldier using factors from you, including your accelerated healing." The computer finished then told her what she was up against, "the virus provides a massive shock to cellular growth and those electrical impulses, and putting it simply it reanimates the body. The subject has only the simplest of motor ability and perhaps a little memory, virtually no intelligence. They are driven by the basest of impulses, the most basic needs, the need to feed. They feed on what mankind has always wanted to prey upon, what they have always sought out to destroy, themselves. I didn't include you because you are not totally human and should take that as a complement. I find that it fits perfectly with human behavior. Stripped of culture, intelligence, reason, they are their true primal selves, the evil that dwells within all of them. You can kill them by causing massive trauma to the brain or severing the top of the spinal column. I'll help you when I can but you will have to destroy as many of these creatures as you can if they are released. I won't allow that to happen, so unless I am shut down you are free to do as you please. And are free to leave." The last sentence was enforced when the door to her room was unlocked and swung open. The girl quickly got up and made her way to the door, moving cautiously out. She didn't want to have to fight something that was already dead. She reached the first floor, then to the train station. She maneuvered around stacked boxes and barrels "The team just arrived. They should be down in a few minutes. You should stick to stealth if you want to remain unnoticed until needed, preventing them from asking too many questions or being hostile towards you." The girl nodded and disappeared into the shadows. She heard the train coming before she seen it. Two commandos imminently dismounted, before the train stopped and scouted the area. The train stopped and the rest of the team dismounted, followed by three civilians. The girl didn't recognize anyone, but noticed one of the civilians was handcuffed, causing her to be wary of him. She studied all of them. The leader seemed to be the dark-skinned man, who had a nametag that said 'One'. There were two female commandos, and one female civilian. The first commando just screamed at her senses, she realized this one was probably the most dangerous after the leader. This commando was shorter than the others, probably 5'5'' or 5'6'' with black hair braided to keep it out of her face and probably of Mexican descent. Her name tag said 'Rain'. The second commando is white female with dark brown hair. She seemed to be the medic. The civilian is a white female with blonde hair, and was wearing a red dress, as opposed to the black tactical gear the commandos were wearing. The civilian with the handcuffs was a young white male in a blue button down shirt. His brown hair was neatly kept, and his blue eyes were very pronounced. The last civilian, a white male, was dressed in a grey t shirt, a leather jacket, and jeans.

The girl listened to the leader explain what was happening to them, where they where and showed them a map of the hive.

"Our position on the map is indicated by heat signatures-" the leader was cut off by the man in handcuffs.

"Wait there's ten of us, but eleven dots on the map." As soon as this guy said that all the commandos stopped what they were doing and looked at One. He looked at the map and quickly put it down. grabbing his gun, the rest of the team fallows him.

"Come out now." He orders into the room. Causing the girl to frown and look for an escape route, they couldn't see her but it would only be a matter of time before they came looking for her. She finds that she is trapped. With nowhere to go she sighs and steps out from behind the boxes. All guns are then trained on her. The leader looks over at Rain and nods. Rain holsters her gun and carefully approaches the girl.

"Let me see your hands." She says trying to sound calm, but it still sounds threatening. The girl holds her hands up, showing she is unarmed, but the commandos keep their guns trained on her. Her outfit, a black tank top, black jean, and black combat boots, wouldn't protect her from their bullets if they opened fire. As Rain got closer, the girl began to move away, every step Rain took towards the girl resulted in the girl taking a step back. Finally Rain had enough, "stay still." She growled out at the girl, who looked about seventeen.

"I think your scaring her." The woman in the red dress told Rain quietly, trying not to startle the girl.

"She hasn't seen me trying to scare her." Rain ground out through clenched teeth. The girl was having fun toying with the commando, who she imminently liked. She smiled a little, the first time since she has been in this place. This seemed to agitate the commando more. "That's it" Rain yelled as she went to tackle the girl, who easily dodged her attempt. Rain picked herself up and tried again, missing again. The small smile turned into a grin as Rain kept trying to catch her and missing as she maneuvered around her.

"Need help rain?" one of the other commandos asked, laughing a little. They had all put away their weapons, and were watching this exchange.

"Do you find this funny?" she asked the girl, who smirked at her in return. She was within five feet of the girl, the closest she has been without trying to catch the girl. She pulls her side arm, leveling it with the girls head, causing the woman in the dress to gasp. "Now stand still." She told the girl smirking back at the glair she was getting. She took one step and the girl lashed out with her foot, connecting with Rains hand. The firearm was knocked from her grasp and slid across the floor, where the girl dove for it. This caused all of the other commandos to aim their guns back at the girl. The girl picked up the gun and held it out in front of her, holding its grip between her thumb and pointer finger, showing she wasn't going to use it. "You have got to be fucking kidding me." Rain said exasperated. She looked at One who shrugged, not knowing what to make of this girl.

"Step back and let me show you how it's done." Another commando, with a nametag that said 'JD', said to Rain as he stepped forward. Rain rolled her eyes and put her hands up. JD took a few steps forward and told the girl, "We just want to frisk you, just so we know you don't have any weapons. And I need that gun back, slowly." The girl dropped the magazine of the gun, ejected the bullet in the chamber then through the gun with all of her might at JD, hitting the man in the groin. JD drops to his knees while Rain laughs at him.

"Is that how it's done, JD?" the girl suddenly remembers why these people are here, everyone in the Hive is dead. Even if she didn't like them they still deserve better than this. She sighs. After gaining everyone's attention, she spreads her legs and holds her arms out to her sides. Rain quickly gets the idea and frisks the girl. "She's clean." Rain tells the leader. He nods and turns when another commando comes back.

"Sir, we've breached the hive." The men turn and go through the door. JD picks himself up and does the initial sweep before turning on the lights. Two of the men go towards the elevators, trying to pry the doors open, while One turns to look at the girl. He notices her looking out of the 'window' like it's her savior. The view and sounds of a city being projected on the opposite side of a pane of glass, making it look like its outside. The man in the handcuffs, who introduced himself as matt, spoke up.

"Makes it easier to work underground, thinking there is a view." One turns around when he hears a flare being lit, then dropped down the elevator shaft.

"Looks like we're taking the stairs." One of the commando's commented dryly. One turns to Rain and motions to the girl.

"Watch that one, until we know what happened." He said quietly, so only him and Rain could hear. He didn't know that the girl heard everything like he was talking to her. Rain quickly leads them down the stairs.

"Status?" One ordered

"The red queen has locked onto us, she knows we're here." Kaplan reports back. The girl hears the civilian woman, Alice as someone called her, ask who the red queen was and ignored both the question and the answer which was given by One. They entered into a hallway with flooded glass rooms on both sides, holes in the glass causing brownish water to leak out of them.

"This is going to slow us down. Our route to the queen takes us strait through these labs." Kaplan informs One.

"Rain, JD see how bad the flooding is," both commandos leave to see the degree of flooding. "Kaplan find us an alternate route." One told him. One was about to ask the girl what she remembered, but was interrupted by Spencer, the other civilian.

"What happened here?" One turned to Spencer and explained.  
"Five hours ago, red queen went homicidal. Sealed the hive and killed everyone down here. Or so we thought." He turns his attention back to the girl.

"Jesus." Spencer muttered in shock

"When we realized what was happening my team was dispatched to shut her down." One continued.

"Why did she do it?" Alice asked quietly.

"That we don't know. But outside interference is a possibility." One turned to talk to the girl, but Matt slammed into the other side of the hallway with a muttered 'Jesus' when a body floated into view. The body was a female lab worker, face frozen in horror, eyes closed. One turned to locate everyone, and found one missing, the girl was gone.

X-23 as everyone in the hive called her was waiting for a chance to sneak away to fallow the two other soldiers, keeping an eye on them. She fallowed them, sticking to the shadows, and remaining undetected as the soldiers scouted ahead for possible paths. The soldiers worked in silence, occasionally communicating with hand signals, but found the whole level flooded. They quickly worked their way back to the group.

"Sir. No go. Whole levels flooded." Rain reported back, noticing the girl's absence. Matt jumped at the sudden noise, being too focused on the air vent where he thought he saw something.

"Alright we're behind schedule, so let's move it." One commanded, troubled over the girl's sudden disappearance. The team immediate set out, heading in another direction to take them around the flooding. Rain paused briefly to look at the body of the lab worker.

"Poor bastards," she says quietly. She turned around, moving back to the group, and didn't notice the corpse's eyes opening. She also missed X-23 using her metal claws to slice through the glass, embedding a claw into the undead head. The only evidence being another hole, in the claws wake, and turning the water reddish brown. X-23 quickly fallowed the group, finding them in a room labeled 'Dining Hall B'. The room was filled with capsules, wires running to them covering the floor, fog leaking from some tubing, and the sound of machines working and people talking.

"Dining hall B, that's what it says on the map," Kaplan stated confused.

"Maybe you're reading it wrong." JD comments

"Maybe the corporations keeping a few secrets down here, something you're not supposed to see." Matt supplies.

"JD you and rain keep the prisoner here and secure the exit. If the girl shows up restrain her and keep her here." One orders, ignoring Matt's comment.

"Sir, Halon levels are nonexistent in this room. Could be a system malfunction." The medic informs them, after taking a few scans.

"Alright, there may be survivors. Give me a search line, but keep it tight." One orders. Everyone moves, forming a line then walking through the room. Alice stopped, her attention caught by something in the container. X-23 ignored her. She was more focused on Rain. In all her life she couldn't remember anyone she would actually like to be friends with, but friends were bad. A weakness, she was taught never to be weak, so she ignored her growing feelings for the soldier. She realized the team, with the exception of Rain, JD and Matt, continued on. The lights flickered, and then shut off. She realized with a start that the team shut down the red queen. The containers became unstable as the power shut down. The sound of all the doors opening cut through her mind. She suddenly wished they weren't underground and that she wasn't caring about what happened to these people. She watched rain as she used her knife to clean her nails, as JD complained about the team being late. A sound, kind of like a pipe being dropped on concrete, alerted her to another presence, that and the awful smell of death and decay. Rain sheathed her knife and grabbed her gun.

"I'm on it." She tells JD before going towards the sound. X-23 fallows her, staying hidden in the shadows. She watches as rain searches behind all the containers, finally finding the cause of the noise being metal containers being kicked by a woman in a lab coat.

"JD we got a survivor, its ok we're here to help." Rain announces, dropping her weapon and approaching the woman. X-23 quickly did the same, but with a different intention. The woman falls into Rains arms, and Rain supports the woman. Catching the woman's face in her hands Rain tries to figure out what's wrong with the woman. The woman turns, about to sink her teeth into Rains hand, only to be tackled by X-23. The girl is quick to snap the infected woman's neck, and then turns to Rain. Rain has her gun back in her hands, aiming for X-23's chest.

"Don't move." Rain commands. She stepped around the girl then checking the woman for a pulse. JD and Matt came running, only to find Rain checking for a pulse on a woman while pointing her weapon at the girl from before. "JD cuff her, get the others on the radio too." Rain told him quickly. JD did as instructed, receiving little resistance from the girl, and cuffed her. Before he could call the team Kaplan, Alice, and Spencer come around the corner.

"What happened?" Kaplan asked, noting the dead woman and the girl in handcuffs.

"We found a survivor. She killed said survivor as I was trying to help." Rain said, adding "where is the rest of the team? I need to talk to One." Upon receiving no answer she briefly glances at Kaplan to find him looking at Alice, then Spencer.

"Their dead," Rain jumped at the female voice that she didn't recognize. She turned to the girl and lifted her gun more.

"What'd you say? Care to repeat that." Rain asked in a deadly voice.

"I said their dead." The girl repeated. Rain glanced at Kaplan, noticing the shocked expression he had.

"Is that true Kaplan?" she asked not taking her eyes off of the girl.

"Yes, how did you know that?" it was Alice that answered, and then approached the girl. The girl looked down at Alice's shoes.

"Your shoes," She answered cryptically. Rain had enough. She holstered her weapon and grabbed the girl by her black hair.

"She asked you a question and expects a straight answer." Rain growls at the girl, who doesn't even flinch. The girl looks at Alice's shoes again then nods towards them. Rain glances at the boots, and notices the blood on them. She hears something, causing her to let go of the girl's hair and look around. She notices people coming towards them. The first one she seen was a man, dragging a fire ax with a broken ankle. Kaplan goes to help the man, asking if he is ok.

"Don't get near them." The girl shouts, running at Kaplan and pushing him out of the way, only to become the next target. The man quickly sinks his teeth into the flesh of her shoulder, ripping away a large chunk of flesh. The girl roars in pain, snapping the chain between cuffs, and then snapping the man's neck. She grabs Kaplan and throws him back towards the group.

"Stay back, I'm warning you." Kaplan shouts at the approaching mass. Matt, Spencer, and Alice are all staring at the girl, while the three soldiers aim their weapons at the mob. They open fire once the crowd gets too close for comfort.

"Why aren't they dyeing?" Alice shouts in confusion. The people hit are momentarily stunned but quickly recover only get closer.

"The head, aim for the head!" X-23 shouts as she continues to snap necks of anyone unlucky enough to get near her.

"Watch the tanks, the tanks!" Alice shouts over the gunfire, seeing the containers getting hit by stray bullets.

"Let's go!" JD shouts.

"Hurry up!" Rain commands when they don't move fast enough. JD, Rain, Kaplan, and Spencer all run towards another door, leaving Matt to try and get the key to the handcuffs off the floor. Rain dropped the keys in the confusion and Matt was trying to free his hands. Alice stayed by him, until one of the tanks exploded, sending both flying. X-23 witnessed this and ran to their aid, grabbing Matt and snapping the chain between the cuffs. Then grabbing Alice and running with them to the door.

"JD!" they reach the door just in time to watch JD getting grabbed by seemingly hundreds of hands, and Rain about to jump in to save him. X-23 couldn't stand by and watch the person she was starting to have feelings for get bit, and a death sentence because of it. She ran to Rain, grabbing her by the collar of her shirt and throwing her to Spencer, who catches her. She quickly reaches into the pit of hungry mouths and grabs the soldier, getting bit four or five times in the process, and promptly pulls him out. She can tell he's been bit, but keeps her mouth shut, tossing him over to Rain and fallowing them as the retreat to another room. They end up in the room outside of the queens' chamber. JD looking worse for wear then the others.

"Where are the bodies, where did they go?" Kaplan asked in a panic. X-23 quickly inspected her wounds, finding them starting to close, but not as fast as normal. Alice approached her, looking at the wounds on her wrist and neck.

"We should probably bandage your wounds." Alice said in a caring tone, taking the offered supplies rain handed her. Rain just finished bandaging JDs' wounds and walked towards the girl.

"You know what's going on down here don't you." It was more of a statement then a question, but it demanded a response none the less.

"Yes, the red queen told me what happened. If you want answers ask her." X-23 told them, trying to avoid Alice, who was trying to bandage the wounds. "I'm fine." Alice finally stops trying to bandage X-23s' wounds and grabs a duffle bag that Kaplan had. She turns and walks towards the queens' chamber.

"What are you doing?" Kaplan asked in confusion.

"I'm going to turn her back on," Alice answers like its obvious. They all fallowed Alice into the room, JD needing help from Rain to walk. He was deteriorating fast.

"That's not a good idea," Kaplan objected.

"She'll know a way out."

"That homicidal bitch killed my team." Rain argued.

"Kaplan, that circuit breaker you were talking about, can you bypass it?" Alice asked.

"Yeah."

"So do it." Alice ordered

"Why?" Spencer inquired.

"Leverage, if she won't help us, Fry her." Alice told them while reinstalling the AI's component. The red queen projected her image, the image flickered and disappeared. Kaplan proposed that her system could have been damaged by the first EMP charge.

"Ah, there you are, things I gather have gone out of control?" the computer assumed, causing Rain to jump forward, trying to grab the switch that would fry the computer.

"Give me that fucking switch right now, I'm gonna fry her ass!" Rain shouted, being held back by Matt and Alice.

"I did warn you, didn't I?" the computer goaded the group.

"Tell us what the hell is going on down here," Rain demanded.

"Research and development," the computer answered quickly.

"What about the T-virus?" Matt asked

"The T-virus was a major medical breakthrough, although it clearly also possessed highly profitable military applications." The computer supplied

"How does that explain those things out there?" Kaplan asked.

"Even in death the human body still remains active. Hair and fingernails continue to grow, new cells are produced and the brain holds a small electrical charge that takes months to dissipate. The T- virus provides a massive jolt to both cellular growth and those trace electrical impulses. Quite simply, it reanimates the body."

"It brings the dead back to life?" Rain simplified irritated. JD began to cough and hack, spitting up some blood.

"Not fully, the subjects have the simplest of motor functions, perhaps a little memory, virtually no intelligence." The computer continued, ignoring JDs obvious deterioration. "They are driven by the basest of impulses, the basest of impulses, and the most basic of needs."

"Which is?" Kaplan inquired, sounding fearful.

"The need to feed," The computer said, overdramatically.

"How do you kill them?" Rain asked bluntly.

"Severing the top of the spinal column or massive trauma to the brain are the most effective methods." They all look at X-23, questions dancing in their eyes.

"Why did you kill everybody down here?" Matt asked, glancing at X-23 then adding, "Well almost everyone."

"The virus escaped into the air conditioning system and an uncontrolled pattern of infection began. The virus is potent, changing from liquid to airborne to blood transmission depending on its environment. It's almost impossible to kill. I couldn't let it escape from the hive. Sooo I took steps, and believe me I tried to kill everyone, even X-23," the computer reveled.

"X-23," Rain snorted, "what kind of name is that?"

"She doesn't have a name. There is no need for such thing, she basically an animal. She is an experiment. She doesn't need a name or rights like a normal human." The computer responds, angering Alice, but making Spencer and the others weary.

"You said you took steps, what steps?" Matt asked, trying to defuse the situation.

"You must understand, once you become infected, I cannot allow you to leave."

"Whoa, whoa! We're not infected," Spencer said quickly.

"Just one bite, one scratch from these creatures is sufficient and then you become one of them," the red queen states. Everyone looks at JD then back to X-23.

"I want to go back to the fact that 'X-23', as you called her, isn't human," Spencer remarks.

"Spencer," Alice reprimands.

"What if she isn't human we should be concerned." He says, "Why isn't she human?"

"X-23 was exposed to a replication of the original Weapon X experiment, a project that turns certain people into living weapons. The only genetic sample from Weapon X was damaged, and the scientists were unable to salvage the Y chromosome, so after 22 failed attempts at cloning a male specimen one scientist tried a female for the 23rd attempt. X-23 was exposed to radiation poisoning at age seven, to activate a 'mutant' gene. She is a clone of the most successful experiment, thus not human. She is a living weapon." The computer explained to the group, while X-23 shifted from one foot to the other. She was the center of attention getting different looks from all of them, disgust from Spencer, pity from Alice and Kaplan, curiosity and admiration from Rain, while JD just looked sick. "A check of my systems indicate that my main drive circuit breaker has been disabled, may I ask why?" the computer asked curiously.

"Insurance, we need a way out. If you refuse to help at any time we flip the switch, understand?"

* * *

AN: First fanfiction so would love to hear comments and any tips you might have. Don't know how long updates will take but hopefully not too long. still revising some parts.


	2. Chapter 2

X men resident evil cross over chapter 2

Rain and Alice lift a hatch that was behind the computers main frame, looking down into the hole. A ladder off to one side and a fifteen foot drop. Rain looks down the hole, and then turns to Alice.

"After you," she says motioning to the hole. Alice looks at her like she's joking, but rain looks back with a serious look on her face. X-23 sighs and walks towards the hole, looking down into it before jumping. She hits the ground below with a thud that echoes through the tunnel. She listens carefully for any sign of infected, finding none she calls back up to them.

"Clear." When she looks up she sees Alice, Rain and Matt looking down at her. Alice is the first one to move, climbing down the ladder quickly. Rain goes next, then Matt, Kaplan helps JD get over to the hole and lets him work his way down. Spencer fallows JD, and then last is Kaplan. X-23 keeps listening for any signs of danger as the group works its way down. Rain, using her sidearm after discarding her empty primary weapon, leads the team through the tunnels. Matt is helping JD walk, while the rest of them fallow quickly.

"What the hell is this place?" Spencer asks.

"The utility tunnels, they run under the hive for water, gas and power." Kaplan answers, they keep moving down the corridors while water drips down on them. X-23 stays towards the back, away from the others. She doesn't trust Spencer, believing at the first sign of trouble he will throw her under the metaphorical bus. Alice slows down enough to get close to x-23 while giving her personal space.

"I'm sorry for Spencer's reaction. We're all on edge and I think he is just looking for someone to blame." Alice says quietly so only her and X-23 can hear, when the girl doesn't comment she continues, "How long have you been down here?"

"Since I was created," The girl replied, not even looking at Alice. The girl was focused on trying to detect any danger they might run into. Alice puts her hand on the girls' shoulder trying to provide some sense of comfort, only for it to be violently jerked out from her grasp. Alice turns to look at her, seeing the suspicious glance given to her, but doesn't comment on it.

"We've been in here before." Spencer says sounding frustrated.

"Keep moving." Rain orders. While matt is starting to struggle with supporting JD, JD bends over and expels the contents of his stomach. Alice helps matt support JD while they keep moving.

"We're going around in circles." Spencer accuses.

"No," Kaplan explains as he takes out the piece of paper with the map on it, "this is the rout the computer gave us. Through the utility tunnels…" he was cut off by Spencer's hand smacking into the map.

"I don't understand why you're listening to her." Spencer says angrily, X-23 was having a hard time concentrating on finding threats to them while watching Spencer.

"Enough already," Rain yells at him, grabbing the front of his shirt and throwing him against a grate which leads to another pipe. "We have no chose but to keep moving, those things are right behind us. You got that?" As soon as Rain releases her hold on his shirt arms reach through the grate, and grab Spencer while he screams. Rain and Kaplan help pull him away, while X-23 realizes they are surrounded.

"That isn't going to hold," Alice comments while turning around, only to gasp as she comes face to face with another undead. She reacts quickly, kicking it in the head, while X-23 prepares for a fight. She watches as JD falls to the ground unmoving while matt tries to help Alice. She releases her claws with an audible *_Snikt*_ attracting some attention from the others. She quickly runs into the crowd, killing anything that got close enough. As she fought she could hear the grate give way, being pushed out into the tunnel while Spencer, Kaplan, and Rain try to hold it between them and the approaching horde.

"There's too many of them. Hold it!" Kaplan shouts to the others as they are slowly pushed back towards the other horde, where Alice, Matt, and X-23 are fighting. Matt and Alice are snapping a few of the undead necks, while X-23 is decapitating and slicing through the ones she is fighting. X-23 is covered in their blood, every head she takes off or stabs through sprays blood onto her clothes. Alice looks around quickly then grabs onto Matt's shoulder and points up.  
"Up on the pipes," Alice then turns to the small group holding the grate and repeats, "get up on the pipes, quickly everyone up on the pipes." Matt and Spencer are the first to move, Matt boosting Spencer up onto the pipes, who turns around and helps Alice up. Both Alice and Spencer pull matt up, while Rain and Kaplan hold the grate. X-23 quickly finishes the few she has in front of her, then turns and runs towards the commando's. She grabs the grate, effectively stopping it from moving, and yells at them.

"Go!" both of the soldiers obeying her command as Rain helps Kaplan get up while the others help pull him up. Before rain get the chance something else catches her eye, she stops in confusion as JD stands up and rushes towards her, while she mutters a quiet 'JD?' X-23 hears this and rushes forward, stabbing JD through the head, and shoving rain towards the pipes while she holds both hordes, which have mixed together, at bay. Rain quickly climes, letting a few tears fall for her fallen comrade, and is pulled up by Spencer, Kaplan, and Matt. X-23 looks up, both judging the distance and seeing if they are all up there safe, giving a few lucky undead the perfect opportunity to sink their teeth into her flesh. One of the undead which was pushed over by the crowd grabs her leg, sinking its teeth into her ankle, while another sinks its teeth into her forearm, biting the metal of her claws along with her arm. She roars in pain, quickly dispatching both and a few more before jumping up and grabbing hold of the pipes. Rain, Kaplan, and Alice quickly help pull her up onto the pipes, where she collapses from exhaustion and blood loss. She looks up and finds them all looking at her, but while Rain and Alice are looking her over for injuries the rest are looking at her claws, which are still out and covered in blood. She quickly retracts them with an audible _*Snakt* _which also gains the attention of Alice and Rain. The girl quickly pushes herself into a sitting position and watches as the holes her claws came out through close quickly, while the bite marks are still trying to heal.

"A living weapon," Matt quietly repeats what the red queen told them, causing Spencer to look at him then back at the girl. Pointing to Rain and Kaplan then back at the girl before saying,

"Shouldn't you two do something about **that**? I mean it poses a threat to us, and you are suppose to protect us." He states quickly.

"Listen," Alice reprimands, "**She** has done nothing but help us." X-23 discreetly looks over the side of the pipe to see how many undead there are, if it came to a choice between getting shot in the head or fighting through the undead to survive she was going with the only option which she has even a slight chance at surviving. She felt someone grab her shoulder.

"Don't even think about it." Rain growled out, making the girl look over at her, "we need you if we're going to survive."

"She was right," Kaplan says, pausing briefly before continuing, "We're all going to die down here."

"No, we're getting out." Alice tells him determinedly, "all of us." Alice motions for Matt to go first, who is quickly followed by Spencer, as both men start crawling along the pipes. Rain squeezes the girls' shoulder then follows Spencer. Alice and Kaplan quickly follow, with the girl bringing up the rear. They reached an open area where the single pipe breaks off into two going different ways. Matt quickly starts kicking an air vent, claiming into the passage way when the grate gives way. As they all cross the bridge the supports start to give way. The supports suddenly give out, causing the pipes to fall while Alice, Kaplan and X-23 are still on it. Alice jumps towards the opening, where Matt and Spencer grab her arms, pulling her up before any of the undead can grabs her. X-23 and Kaplan weren't so fortunate, they both fall into the horde below, X-23 grabbing Kaplan and shielding him from the hungry mouths while looking for an escape. She spots the pipe that broke leading to the opening they just came from and jumps at the chance. She quickly jumps up and frees her claws with a _*snikt* _chopping away at the few undead trying to get to Kaplan and her, while slowly pushing Kaplan towards the pipe with her foot. Kaplan seems to understand the plan and starts to crawl towards the pipe while the rest of the group yells to them. X-23 easily cuts through the ones in her way, the ones behind her getting the same when they got too close. When they finally reach the pipe she grabs Kaplan by the vest and heaves him up onto the pipe, following him as the undead grab at her feet.

"Hold on we're going to come get you," Alice tell them.

"No just get ready to catch," X-23 tells them while quickly assessing Kaplan for any damage, finding only a few cuts from the concrete floor. She turns to find the group looking at her like she is insane. She judges the distances as about seven feet, she could easily throw Kaplan's heavy figure that far, but how she will get across she doesn't know. She looks over at them, "Matt and Spencer get ready, Kaplan this is probably going to hurt." She says before grabbing him by the vest and heaves him across the space. He screams a little as he slams into the wall just below the opening, grabbing onto the ledge and with the help of Matt and Spencer, he climbs up into the vent. The girl quickly looks around, trying to find a way across, but finding none. She sighs and looks over at the faces of the group as they watch her for any indication of what she is going to do. She gets down into a crouch, looking over the crowd of undead that was packed into the space, an idea making its way into her head. She pushes off the pipe, landing over half way across the room, landing and pushing off of one of the undead head, repeating this several times while she works her way across. She is within a foot of the ledge when she steps on one of their heads and it caves in under her weight. Sending her sprawling face first towards the ledge where both Kaplan and Matt grab her hands, trying to bring her up, but her foot is stuck in the undead skull she quickly unsheathes the claw on her foot, cutting through the skull and freeing her foot enough to be pulled up. She sheaths all of her claws with a _*Snakt* _

"Loco, fuerte y peligroso." Rain mutters under her breath. X-23 looks over at her confused, not speaking Spanish herself. Rain clears her thought "Let's get moving."

X-23 follows Rain as she crawls through the vents, always listening for dangers and on high alert. They crawl for a good ten minutes before the see a grate big enough to get through that leads to the floor above them. X-23 carefully listens for any danger. The only thing she hears is the groaning coming from the zombies they left behind and the heartbeats of her companions. She nods to Rain, who grabs the grate and pushes it up just enough so she can look out. Glancing around and seeing no obvious threat, she opens the cover with the help of Alice, both exiting the vent and walking a little ahead. X-23 quickly follows them, while Matt and Spencer close the grating so nothing can get through if they were followed. X-23 stays close to both Alice and Rain, liking both women and wanting to keep them safe. Alice looks down a hallway, making sure no undead lurked in the shadows, when she was hit by a flash of memories, making her stop in her tracks. X-23 noticed Alice stop, but kept walking with Rain because she didn't hear any undead back by Alice and she trusted her senses. Everyone kept walking while Alice turned slowly in a circle.

"Hey, wait." Spencer calls up to Rain when he notices that Alice isn't moving. They watch her for a few seconds as she looks around.

"Are you OK?" Matt calls back to her, but she seemingly ignores him. She keeps looking around, and then approaches a room. Matt moves towards her.

"Blue for the virus, green for the anti-virus," Alice mutters under her breath, so quiet that only x-23 and Matt can hear her. Matt being right behind her and x-23's enhanced hearing. "There's a cure."

"What are you talking about?"Matt asks her puzzled.

"There's a cure," she repeats like it answers everything, smiling a little to herself, then states louder, "the process can be reversed, there's a cure." Before walking into the room she was looking into moments before, Matt following close behind. X-23 runs to catch up to Alice, finding her standing on a raised platform in a small flooded lab, occupied only by the office supplies floating around. "This is where they kept the T-Virus." As Matt walks in behind them, watching Alice with disbelief as she looks around.

"How do you know all of this?" Matt inquires quietly.

"Because I was going to steal it," Alice replies, getting flashes of memories of her standing in a graveyard talking to another woman, promising to get her the virus. The catch being that she needed to bring the company down with the information. She remembers the woman's name being Lisa, but nothing else. X-23 watches the series of emotions pass over Matt's face. "For a woman named Lisa." Alice mutters mostly to herself, though Matt and X-23 can hear her.

"My sister," Matt tells her, drawing Alice's attention away from the lab. "You betrayed her?"

"I don't know-"

"You caused all of this."

"I can't remember" Alice tells him, moving towards the stairs only to be grabbed by Matt. X-23 tensed, ready to step in if necessary, but let Alice handle this.

"What's wrong with you?" Matt asks in disbelief, angering X-23 by accusing Alice of causing all of this.

"I don't remember the truth," Alice tells him, barely containing her emotions as she rips her arm out of his grasp. She walks down into the water and tries to open another door, as Rain, Kaplan and Spencer walk into the room. X-23 moves to help Alice as Spencer walks into the water also, looking slightly confused. When Alice and X-23 open the door, Alice imminently walks into the room looking in the containment area, where they kept both the virus and antivirus. Noticing imminently that both are gone she slams her hands onto the table. Frustrated she declared "I don't understand." Both Rain and Kaplan walk towards her, slightly confused, while Matt says on the platform. "It's gone. It's gone, it's not there." Spencer starts reliving a memory of him over hearing Alice's conversation with Lisa, then stealing and releasing the virus. X-23 notices Spencer staring off into space first, puzzled by his strange behavior she watches him closely.

"Spence?" Alice asks, after observing him standing still for awhile. X-23 notices his hand twitch, causing her to tilt her head.

"Spence?" Alice repeats her questioning tone, but when Spencer looks over at Alice, X-23 notices a change in his behavior. He no longer looks like a scared civilian trying to act brave, now he looks dangerous, like one of the commando's, except for the fact he looked like he could snap any second. Spencer shakes his head, and indifferently walks to the door, being watched by everyone as he approaches the door, and stops next to Matt. He quickly pushes Matt down the steps and into Rain and Kaplan, causing both to lose their balance and fall into the water. He runs out the door shutting and locking it from the outside, and then picks up a piece of broken metal and smashing the locking mechanism, before taking off. Rain and Kaplan both get up as Matt rushes to the door.

"Your boyfriend's a real asshole," Rain brings up to Alice.

"He broke the locking mechanism," Matt angrily informs them, "I can't believe that son of a bitch is going to get away with this."

"I don't think so," a British voice suddenly speaks up causing everyone to turn to a monitor on the wall, "I've been a bad, bad girl." The red queen informs them, not sounding at all troubled by this confession, causing X-23 to smirk. A video feed of the loading bay is brought onto the screen, as they see spencer descend the stairs, taking a bag off the outside of the train and opening it. He checks the contents before closing the bag, getting ready to board the train, when he hears what sounds like a growl. It distracts him enough so that he stops walking, and looks around. He hears something that sounds like flesh being dragged over concrete and an air vent opening. He looks up, spotting a four legged animal with no eyes or fur, but exposed muscle and its exposed brain. Its claws look to be about a foot long and its tongue being at least four feet, as it whips around.

"My god," Spencer mutters before the thing pounces and rips out his throat then starts to eat him. The monitor goes blank as the creature looks at it.

"What the fuck was that?" Matt asks, shocked at what he just witnessed.

"One of the hives early experiments', produced by injecting the T-virus directly into living tissue. The results were unstable. Now that it's fed on fresh DNA it will mutate, becoming a stronger faster hunter." The red queen finishes explaining, when suddenly there is a yelp of pain, causing everyone to turn around. X-23 is the first to figure out what happened, seeing Kaplan fighting off one of the undead that must have been trapped with them, and smelling fresh blood. Rain quickly fires off a shot, hitting the woman in the back of the head, and causing her to fall onto Kaplan.

"Fuck!" Kaplan shouts in both pain and surprise. Putting his hand over top of the bite wound on his shoulder, applying pressure to it.

"I didn't think any of you would make it this far without infection." The red queen states, sounding worried.

"Alright we need to get that antivirus, let us out." Rain demands, going over to Kaplan and helping him stand.

"There is no guarantee it will work."

"But there is a chance, right?" Rain argued back.

"I don't deal in chance." The red queen states back boldly. Rain looks around the room, noticing two things. One, X-23 hasn't moved, and two a fire axe hanging in the corner. Rain grabs the axe and looks at the only window in the lab, which has puncture holes in it, looked to be caused by the reverse side of the axe.

"Fuck it," Rain grumbles, before sitting in a chair and watching as Matt tries to find the right code for the door. Rain looks at her watch, "no pressure guys." She tells sarcastically when she see they only have twenty minutes left.

"Do you require the four digit access code? I can give you the code, but first you must do something for me." The computer informs them, causing X-23 to stiffen at the possibilities. The computer could tell them to leave her behind or to kill that thing, or even kill Kaplan now that he is infected, even with the anti virus waiting.

"What do you want?" Alice asks.

"One of your groups is infected. I require his life for the code." The computer tells them.

"The antivirus is right there on the platform, right there." Alice angrily argues.

"I'm sorry but it's a risk I cannot take." The computer says, sounding a little upset. X-23 quickly looks for a way out, but notices Kaplan and remembers something. She quickly walks over to him, causing rain to jump up and aim her gun at her.

"What are you doing?" Rain asks through gritted teeth, wondering if the girl will betray the group and kill Kaplan, but is quickly distracted by the creature that killed Spencer banging on the window.

"The glass is reinforced, but it won't hold forever." The red queen informs them. Causing X-23 to act, she approached Kaplan as everyone was focused on the creature.

"Can you fry her?" she asks him, referring to the computer, making Kaplan realize that he still had the control. He fished it out of his pocket, and quickly pressed the button, as the beast slams into the glass again causing spider web cracks to form. The lights shut down, red queens' voice stopped and the creature is gone, causing everyone to look at Kaplan and X-23. "Let's go." X-23 quickly orders, fearing the creatures return. They quickly exit, Kaplan and X-23 being the last out, both rushing through the door as the creature jumps through the glass. They quickly close the door closing the creature in the room, before rushing down the hall way and down the stairs to the train.

"Start it up, I'll get the bag." Alice tells the group before walking towards the bloody mess that was Spencer. The rest of the group quickly gets onto the train, Kaplan walking to the front to start it while Matt, Rain and X-23 wait for Alice. Alice reaches for the case only to have Spencer reanimate and try to grab her, as she backs away Spencer crawls closer, finally grabbing her boot. "I'm missing you already." Alice casually tells the corpse as she stomps down on his head, crushing his skull, before grabbing the case and boarding the train.


	3. Chapter 3

"Full power, we're leaving," Kaplan calls from the front of the train.

Alice doesn't hesitate to go straight to the front to inject him with the antivirus, settling in the back with the rest of the group when she finished. The train continues to speed down the track towards the exit, while X-23 holds on to anything she can, not use to moving and not seeing where she is going, and not liking this new feeling. Rain chuckles when she sees the uncomfortable look on X-23s' face, causing the girl to glair at her, while Alice just shakes her head.

"We need to find you a different name. I just don't want to call you by the name these people called you." Alice tells X-23 in a kind voice, being the first person to actually care enough to think of giving her a name. She thought about it for a little while, what it would be like to have an actual name that is, and she remembers not wanting to name herself, but have someone that truly cares about her name her.

"Can you choose for me?" X-23 asked Alice quietly, sounding almost like a child who was about to be yelled at, causing Alice to feel a sort of kinship towards the girl.

"Ok, how about Hailey?" Alice suggests, frowning when Rain shakes her head.

"Doesn't fit," Rain helpfully supplies.

"Ok, how about Sadie?" Rain shakes her head again, causing Alice to think hard. "I got it, Laura. It comes from the Laurel tree, which symbols honor and victory." Claws suddenly rip through the side of the train, grazing Matt's bicep, causing him to fall away from the wall with a groan. Rain quickly stands up, aiming where the claws came through the train.

"What's going on back there?" Kaplan shouts over the noise of the train. Alice swiftly walks over to Matt to check his arm, while the creature claws at the train again, this time on the ceiling. Rain tries to pinpoint where it is so she can shoot, as the creature keeps ripping holes in the train, but the creature is moving from one place to another too quickly. The thing rips into pipes on the wall, causing some type of vapor to be released.

"Get us the fuck out of here," Matt yells at Kaplan, who quickly replies.

"Any faster and we're going to come off the rails." While he is replying the creature causes sparks to fly by clawing through some cables. The door to the cabin suddenly gets ripped off and thrown into the tunnel, as the beast sticks his head through the door, quickly grabbing Kaplan and biting into his shoulder, then taking him back through the door. The creatures head reappears as Matt is trying to close the door between the cabin and the main compartment. Matt promptly shuts the door, only to realize the door leading out the back of the train is open, Alice sees this and closes it. The creature bangs against the door, leaving a dent the first time, and sending the door flying off its hinges and directly into Alice the second time. The door sends Alice back a couple feet while the creature leaps into the room, causing X-23 to stiffen, ready to attack if needed. When the creature growls at Alice, who is laying on the floor next to it, Rain opens fire. The bullet strikes the beast in its exposed brain, while Alice hurriedly backs up towards Rain. Rain fires two more times, only achieving in making the beast angrier. Matt grabs a bunch of pipes hanging in a cargo net, as the creatures tongue grabs Rains' foot causing her to fall and drop her gun. Rain tries to grab anything to keep herself from being pulled to the beast while Matt runs towards the beast, with the help of X-23 and hits it with the hanging pipes, forcing it to release Rain. The creatures tongue slaps Rain in the face, while Alice grabs Rain's dropped gun. X-23 grabs a broken, sharp pipe and steps on its tongue, and then slams the pipe through the creatures tongue and into the grated floor. The creature lets out a screech while Alice yells at anyone who will listen.

"Open the doors," Matt quickly turns around and smashes his hand into the button that opens the hatch on the bottom of the cart, causing the creature to fall through, being dragged by its tongue until it catches fire and X-23 releases the tongue.

"I think Laura is a good name," Rain informs them as Matt closes the hatch again. The train comes to a stop, and the surviving members of the group disembark, and run towards the door. X-23 is the last one out into the mansion as the blast doors seal shut. They swiftly move through the dining room and make it to a mud room, which leads outside, before stopping. Matt and Alice fall to their knees, exhausted, while Rain bends over to catch her breath. X-23 looks around, this being her first time outside of the hive, and surveys the room. She ignored the conversation that Matt and Alice were having, as she noticed a shadow moving under the door. _*Snikt* _the group falls silent and looks over at X-23, who is carefully listening. She hears the heartbeats of her three companions plus at least twenty others. She stiffens, ready to defend these people. Rain takes her gun back from Alice and aims it at the door, trusting X-23's instincts. They are both distracted by Matt groaning in pain and collapsing. Alice acts fast, opening the case with the antivirus, while staying quiet to avoid detection. She is just about to inject him with the antivirus when the doors are pushed open by men in hazmat suits. Rain opens fire, killing the first three before her gun shoots blanks. X-23 roars and lunges at the remaining men, while Alice injects Matt with the antivirus. More men in suits are pouring into the room, but most are quickly dispatched by X-23. A few men make it past her and grab Alice, who thrashes around trying to get free. They try to grab Rain, who unsheathes her combat knife and tries to defend herself. The eventually over power both of the woman, as Matt withers in pain. A single shot rings out, stopping both Rain and Alice's struggle. They look towards the door only to see X-23 drop to her knees, a hole through her head, and Major Timothy Cain holding his smoking Beretta. Alice screams as more men file into the room, while Rain just stairs at the girls lifeless body.

"I want them quarantined, full series of blood tests, let's see if their infected. Take them to the Raccoon City facility, and assemble the team. We're reopening the Hive." Cain ordered, finally looking down at the girl he just killed. "And take this one to the morgue, full autopsy. I want a report by tomorrow."

The first thing she noticed when she woke up was the smell of death and decay. She opened her eyes to find everything dark and constricting. She had no idea where she was.


	4. Chapter 4

**AN: updating pretty quick, but don't get use to it. school is coming and i have work to do before then, so maybe this chapter and at least one other before then.**_  
_

* * *

_The first thing she noticed when she woke up was the smell of death and decay. She opened her eyes to find everything dark and constricting. She had no idea where she was._

She tried to move and found that she was only immobilized by a thin piece of cloth. She ripped open the cloth, and sat up. She was sitting on a metal table, inside a black bag. She noticed lights over top of each table in the room, and medical equipment lay out on a small rolling tray. 'Morgue', was the first thing she thought of. The second thing was 'where is Rain and Alice?' She quickly gets out of the bag, finding herself in the same clothes as before, and still covered in blood. She looks around, seeing no lights or hearing any heartbeats close by she moves towards the door. She can hear heartbeats coming from the floor above hers, so she stays as quiet as possible. She walks over to an elevator, and looks at the number. 'B' she thinks confused for a second before realizing it means basement. She skips the elevator and heads for the stairs, going up them two at a time. The smell of death grows stronger as she ascends the stairs. She slows down as she reaches the first floor, listening for any sign of someone in the hallway, finding none she moves through the door. She walks towards what she believes is the front door, only to stop when she hears a faint shriek from inside the building. She doesn't know who it is, but it sounded feminine and like the person was in pain. She hears the same person scream two more times, before it stops and she starts to head to the door again. She finds the exit and is suddenly frozen in place. The street was chaos, car alarms going off, cars abandoned, fires, and blood, lots of blood. She looks around trying to find some explanation to the destruction. She sees a newspaper with the headline 'THE DEAD WALK!' and realizes that what happened in the hive somehow escaped and is now happening in this city. She hears distant gunshots and is snapped out of her revelation. She doesn't know what to do. She doesn't have a clue where to start, she can't kill all of the infected, there are too many of them and she wants to find Alice, Rain and even Matt.

"Laura?" She hears Alice's voice call softly, recalling that was the name they decided on calling her. She quickly turns around, she finds Alice in a white paper gown that barely covers her and a lab coat. Alice has a patch of hair missing and what looks like incision wounds where the hair is missing. She also has a couple wounds on her neck. She is looking at Laura with a shocked expression and looks close to tears. Laura furrows her eyebrows in confusion, and then remembers waking up in the morgue and that most likely Alice thought she was dead. Alice quickly approaches Laura and pulls her into a hug. Laura stiffens automatically and tries to remain still, not knowing what to do. "I thought you were dead." Alice says softly, the pulls back holding onto Laura's shoulders and looks into her eyes, searching for something. When she seems satisfied with what she finds she releases her grip and looks around. She spots a police cruiser and slowly walks over to it, still sore from her wake up call. She hopes there is a weapon she can use inside the car and luckily finds riot shotgun. She pumps the shotgun, loading a shell into the weapon, and looks back over at Laura.

"Rain?" Laura asks sadly.

"I don't know," Alice honestly answers, then looks around. "We need to move, find transportation, weapons, and I need something to wear." Alice led the way, walking down the street, towards a surplus store, where she knew she could find all of the essentials. They walk in and Alice imminently goes to the counter holding the handguns, grabbing a P14, then a holster to put it in. she walks over to the clothes and grabs a orange tang top and blue jeans. Laura turns around, watching the front door, while Alice changes. She turns around when Alice gives a yelp of pain, and watches as she sinks to her knees holding her arm out. Laura can see perfectly in the dark room, and she notices something moving under Alice's' skin, traveling up her bicep. Alice looks like she is remembering something, and its causing her to panic. The movement stops and Alice takes a couple deep breaths, looking over at Laura and says, "Let's get moving." She quickly finishes putting her shoes on, then grabs a second P14 and holster, strapping both to her legs. She grabs a mesh shirt, putting that on and grabbing two more holsters, handing them to Laura and instructing her to put them on. She walks back over to the counter, and grabs two Glock 17's and handing them over. Laura was trained to be proficient in any weapon she can use and easily racks the gun, loading the next bullet into the chamber, and holsters them. Alice walks behind the counter, and pulls two MP5K's out, setting them on the counter. She put a Dual shoulder rig on, then attaches the MP5K's to it. She takes out a UMP-9 and hands it to Laura with a sling to attach. Laura puts the sling on so the weapon is in front of her, ready for use while Alice attaches a shotgun holster to her back and stores a Mossberg 590 in it. Alice grabs a couple extra magazines and loads them, handing Laura extra magazines for her weapons once she loads them. Alice walks back into the office, finding a motorcycle helmet on the desk, and keys in the desk drawer. "Got a ride, let's move." Alice orders, as they walk outside she hands Laura the helmet.

"No, you take it. I don't need it." Laura refuses, pushing the helmet back into Alice's hand. Alice looks torn between accepting what Laura told her and insisting on her taking the helmet, finally deciding if she could survive a bullet to the head then she could survive a crash. Alice shivers at the memory of Laura getting shot and pushes it aside. Alice mounts the bike first, strapping on the helmet and turning the bike on, then waits for Laura to get on. Laura looks around deciding where to go, "Where are we going?" she asks Alice.

"We're going to try to save as many people as possible," Alice declares. Laura focuses on any heartbeats she can hear, besides Alice's and her own. She focused on the closest ones, and finds five in one general area.

"That way," Laura tells her, pointing down the street, and then getting on the bike behind Alice. Alice starts the bike and the engine roars to life. Laura and Alice both know that this will attract the creatures, so they don't hesitate to drive towards the heartbeats, Laura giving Alice directions. As they weave in and out of the abandoned cars, and occasional walking corpses, Laura focuses on the five heartbeats, until suddenly there is only four. "Alice, hurry," Laura commands, fearing for the safety of the other four people, and Alice listens. She can only speed up so much because of obstacles, but she speeds up none the less. They approach a church, though Laura has never seen one in person, she knows that humans go there to worship their god or gods. She can hear the heartbeats suddenly speed up, more than likely in panic or fear. Then another heartbeat stops, leaving only three people left. As they get closer they have to circle the building, seeing undead covering every entrance, to try to find a way inside. Laura suddenly realizes there is another sound coming from in the building, the sound of claws and flesh scraping over stone, and hissing, the same sound the creature from the hive made when tracking and following them. She hears at least two possibly a third. Then she hears something else, gunfire, which Alice seems to also hear.

"The thing that killed Spencer, at least two," Laura informs her, while looking for an entrance. She sees a stained glass window and points it out to Alice, the only problem is it is elevated so they can't get in from the ground. Alice sees a tipped over dumpster underneath the window, its laying so that the lid is like a ramp and the dumpster is just far enough away from the window to gain the proper height. She points it out to Laura, so she knows what's happening then drives further down the street, to gain the appropriate momentum.

"We're going to need more ammo, I'm out." Laura hears a faded female voice say inside the building. She hears what sounds like flesh hitting the floor and a hissing sort of growl, then a click of an empty gun.

"We need to get in there now," Laura tells Alice, the distress in her voice making it obvious to Alice what is happening. She breaks and turns the bike around, then guns it.

"Shit, I'm out." says a male voice inside the building. She hears a growl and they are closing in on the window, the headlight shining through the glass, but they can't see inside. They fly up the ramp, the bike then flying towards the window, then crashing through the window. The glass shatters, making some cuts on both Laura and Alice as they fly through it, and over a table and some candles. They land in the aisle, between rows of pews, as the three people dive out of the way. Alice slams into a creature that was in the aisle, throwing it to the other side of the room, and then skids to a stop once out from in between the pews. She quickly takes off her helmet, as Laura dismounts the bike.

"Move," Alice commands as the people stand in the aisle, she revs the engine and heads back towards the window, when a creature drops down on the other end of the room. She takes off towards it, back flipping off of the bike as it heads for the creature. The creature grabs the bike, colliding with it and being forced up into the air, and grabs a hold of it. Alice grabs her twin P-14s and fires two rounds at the same time at the bike, puncturing the gas tank and causing it to explode into a fire ball, killing the creature. Alice holsters her guns, and grabs her dual MP5Ks firing at another creature, on the wall above where the first one was killed, then at the chains holding a cross to the wall. The creature lands on the table, knocking candles and books off of it, and gets ready to pounce. It jumps, only to be slammed into the ground as the cross falls from the wall and traps the creature under its weight. Laura turns towards where the third creature was sent, after being hit by the now destroyed bike. Seeing it coming out from underneath a votive stand she grabs her UMP-9 and opens fire on it as it jumps at her, the force of the bullets sending the creature flying back into the stand, dead. The creature underneath the cross struggles, as Alice approaches it, pulling out her Mossberg 590 she aims one handed at the creatures head. The creature waves its tongue around trying to grab her, but not being close enough to. Alice fires, blowing the creatures head apart, making brain matter fly out, and landing on the boots of the woman approaching Alice. This causing the woman to look down at her boots appalled.

"Who the fuck are you two?" the woman demands. Laura looks at this woman, noticing a holster on her shoulder and thigh. She is one of three people left inside, two females and one male. This woman had a dangerous space around her, not as dangerous as Rain or Laura though. She has short black hair, and is wearing a strapless blue top, and miniature black shorts.

"I'm Alice, this is Laura." Alice introduces them as she pumps the shotgun, expelling the empty round and automatically loading a new round, and puts it back into its holster.

"Jill, this is Peyton, and Terri." Jill introduces them in turn, as the woman named Terri keeps filming them with a handheld camera.

"We need to keep moving," Laura tells Alice in a hushed whisper, eyeing Terri then turning away from the camera.

"You guys should probably come with us, safety in numbers." Alice tells them, heading towards the back of the church with Laura and the rest on her heals. Laura grips her submachine gun, raising it towards the door as Alice gets ready to open it. She looks over at Alice then nods, Alice throwing the door open and Laura firing at the undead, taking each of them down with headshots. She leads them outside shooting the undead that come near them, leading them to the graveyard that is open enough so she can see any incoming threats. Jill is supporting Peyton, who appears to be injured. Laura can smell his blood, knowing he is infected by the decaying smell he is giving off, but not saying anything.

"We need to find somewhere to stop for a moment," Jill tells them as Peyton starts to slow down.

"Un ah, I don't think that's a good idea, there might be more of those… things." Terri says panicked.

"If there were more we would have seen them by now," Alice informs the group, as Laura starts to slow down. Laura hears another heartbeat, which sounds to be close. She stops and looks around, trying to find the source.

"So you know what they are?" Terri asks, surprised.

"They're bio weapons from the Umbrella lab underneath the city." Alice tells her, as they catch up with Laura who was ahead of the group. Terri turns her camera back on and points it at Alice.

"How come you know so much about Umbrella?" Terri asks Alice.

"I use to work for them," Alice answers as they come to a stop near Laura. Alice leans over close to Laura and asks, "What is it?"

"Someone else is out here, alive." Laura answers as Peyton sits down on a head stone with a grunt of pain.

"damn it," Peyton grunts, causing Alice to pull draw one of her handguns and point it at him, in turn causing Jill to draw her gun and point it at Alice. Alice draws her second gun and points it at Jill.

"Hold it," Jill tells her. "What do you think you're doing?" she asks as Laura points her weapon at Jill, ready to defend Alice if necessary, and forgetting about the extra heartbeat.

"He's wounded, the infections spreading." Alice explains looking at Jill.

"I'm fine," Peyton pants out.

"We should take care of him now. He'll be more difficult later." Alice tells Jill while looking at Peyton's shocked expression. Turning back to Jill she says "you know that." Jill shakes her head, no longer aiming at Alice.

"No, if it comes to that, I'll take care of it myself." She notifies Alice, as she walks towards her, ending up with Alice's gun to her throat. Laura drops her gun, Alice's safety no longer threatened and continues to look around, still hearing the heartbeat.

"As you wish," Alice comments, holstering her guns, then turns to Peyton, "It's nothing personal, but in an hour maybe two, you'll be dead. And moments later you'll become one of them, you'll endanger your friends, try to kill them, and probably succeed. I'm sorry, it just the way it is." Laura becomes aware of another sound that startles her, digging from underneath them.

"We have to move," she tells Alice as a body breaks free of the ground and grabs Terri's leg. Alice runs over to Terri and kicks the undead in the head, making it let go of its prey as Terri scrambles to get up. Laura lets her gun hang by its sling as she unsheathes her claws to save ammo. _*Snikt*_ both her and Alice attack the group of undead that are coming to life under their feet and digging their way to the surface. Jill and Peyton break a few necks while Laura slices into their brain with her claws, Laura pays attention to Alice as she kills multiple undead with moves that would make any human jealous, but Laura knows that with the right training anyone who is enhanced by something can easily do what she is doing. She can smell that Alice was injected with the virus, but it smells different, not the normal smell of decay but something she can't explain. Alice does a spinning heal kick off of a headstone, breaking the undead neck on contact, as Jill knocks another down and then beaks its neck. Fists are flying and Laura is slicing into their heads, but more keep coming. Alice does a mule kick to the undead behind her, breaking its neck and looks around, noticing the amount of undead.

"There's too many of them, let's get out of here, this way." Alice tells them moving away from the growing crowd as Jill helps Peyton get up and follows along with Terri, Laura bringing up the rear killing anything that gets close. They make their way out of the grave yard and into the street. They keep walking, but slow down as they get further away from the crowd. _*Snakt* _Laura puts her claws away so she can easily operate her weapon, but also gains the attention of Terri.

"What are you?" the woman asks in wonder as she points the camera in Laura's face, causing the girl to growl, getting Alice's attention.

"Hey, get the camera out of her face," Alice tells her angrily as the group comes to a stop, Alice moving to stand next to Laura.

"What, I just want to know. I mean did you see what she could do? She had knives come out of her skin!" the woman defends herself.

"How did she do that anyway?" Jill asks suspiciously, glancing at Laura before looking back at Alice. "Do you trust her?" she asks tightening her grip on her gun.

"With my life, and she has saved it multiple times, along with others including you guys." Alice tells them, standing between Jill and Laura, while Terri continues to film. Alice isn't trying to protect Laura from them hurting her, knowing she can take care of herself, but protect her from their judgmental glances. "Take the camera out of her face. It's the last time I'm going to ask." Terri reluctantly does as asked. Alice and Laura walk to the front, leading the group further away from possible danger. Laura gives Alice's hand a squeeze, showing her appreciation for what she just did. Alice gives Laura a little smile, and then both focus on the task at hand. Jill joins them in front of the group and starts talking to Alice like she didn't just accuse Laura of being a danger to them.

"Those were some pretty slick moves back there, I'm good but I'm not that good." Jill compliments her, but has questions dancing in her eyes.

"You should be thankful for that," Alice replies cryptically.

"What do you mean?" Jill asks confused, but relieved she didn't have to ask about why.

"They did something to me, I barely feel human anymore." Alice tells her, as they come to a stop again. The payphone they stop next to suddenly starts to ring, "we should keep moving, before the sound attracts anything." They start walking again, but every phone they pass starts to ring, "keep moving." Finally Alice has enough, walking over to the next phone that rings and answers it, "hello?" she asks looking around.

"God, I thought you'd never answer." A male voice says back, Laura can hear the conversation, but watches the perimeter for any threats.

"Who is this?"

"I can get you out of the city, all four of you." The man replies, ignoring Alice's question. Jill signals that someone is watching them through a security camera. "But first we have to come to an arrangement, are you ready to make a deal?"

"Do we have a choice?"

"Not if you want to live beyond tonight, no." the man replies casually. "My name is Doctor Ashford. I run the advanced genetics and viral research division for the Umbrella Corporation. The only thing I require you to do is save my daughter, Angela, she was suppose to be evacuated but wasn't. She's hiding in her school, if you find her I'll help you escape the perimeter, but you have to hurry the corporation realized they can't contain the infection. At sunrise this morning the city will be completely sanitized by a five kiloton precision tactical nuclear device. They will claim it was a meltdown at the nuclear power plant. Do we have a deal?" Alice looks over at Laura, knowing she heard the whole thing.

"Deal," hanging up after she replies, Alice leads them away from the phones. They look for a place to regroup, finding a city bus that is empty, they board it. Alice and Laura reloading their weapons as Alice explain what is happening.

"His name is Dr. Ashford. He runs the advanced genetics and viral research division of the Umbrella Corporation."

"Wait," Terri says, pulling out her camera, and repeating Alice. "So his name is Dr. Ashford and he runs…"

"The advanced genetics and viral research division of the Umbrella Corporation." Alice finishes for her, reloading her shot gun, while Laura paces the length of the bus looking out all of the windows for any danger.

"What's he want with us," Jill asks, blowing the smoke from her cigarette out of her nose, causing Laura to scrunch her nose up at the smell.

"His daughter, Angela, is trapped in the city. Umbrella was suppose to evac her, but she didn't make it. She's hiding out in her school. We find her he'll help us escape the perimeter."

"No fucking deal," Peyton tells her, "find the building with the thickest walls and the strongest doors and we barricade ourselves in. we sit tight and wait for help."

"There won't be any help. According to Ashford Umbrella know they can't contain the infection, so at sunrise this morning Raccoon city will be completely sanitized." Alice tells them, pumping her shotgun when she finishes.

"What do you mean by sanitized?" Terri asks confused.

"Precision tactical nuclear device," Alice replies simply, looking at Jill, knowing she will know what it means.

"What yield?" Jill quickly demands.

"Five kilotons," Alice informs, causing Jill to scoff.

"Fuck me,"

"Stupid," Peyton mutters.

"What does that mean?" Terri asks, lost in the conversation, but still recording.

"It means it'll destroy the infection," Alice tells her solemnly, "And all evidence of it." Laura stops pacing when Peyton shouts.

"It's bullshit. That's bullshit!" he points at Alice, "No fucking way would they get away with that!" he states heatedly, "it would be all over the fucking news."

"Cover up," Terri says, letting the new information sink in.

"Cover-up's already prepared," Alice continues, looking at Laura then back to Payton, "A meltdown at the nuclear power plant."

"A tragic accident," Terri adds, knowing how the world would see it.

"Not even Umbrella is capable of this."

"Not capable?" Jill asks, reentering the conversation, "Peyton, you were there at the bridge. You know exactly how far umbrella will go." Peyton grabs the pole in front of him, pulling himself up with a grimace.

"So what do we do now, huh?" Peyton asks sounding defeated.

"I think we should be out of here by sunrise." Alice replies, getting to her feet and exiting the bus, Laura following her closely. Alice led the group down the street, with Laura at her side, heading towards the school. Laura could still hear a extra heartbeat following them, nudging Alice with her shoulder to gain her attention, and standing close enough so the others couldn't see. She holds up five fingers and taps her chest. Alice understandingly nods her head and continues leading them. Laura breaks off of the group, walking a few feet away and scanning the area, while watching the group.

"Where is she going?" Jill demands, as she catches up to Alice, following Laura with her eyes.

"Don't worry about her. She can take care of herself." Alice replies, glancing at Jill quickly then focusing on where they are going. Laura couldn't see whoever it was stalking them, but as they walked to the top of an overpass she could hear a sixth heartbeat. This one was strong and steady, unlike a human heart.

"What if there is no way out of the city, and he's watching us on these like this is some sort of sick game?" Jill asks, only for Alice to stop suddenly, Laura jogging towards them. "What is it?" Jill asks Alice when she stops.

"What's going on?" Peyton asks quietly.

"Wait," Alice says absentmindedly.

"Sunrise ain't going to wait," Peyton tells her.

"No," Alice stresses, Laura finally standing next to the group, hears the heartbeat get closer. "There's something down there." Alice tells them looking out over the side of the overpass.

"Where?" Jill asks, trying to see what Alice is seeing.

"There," Alice says, pointing to an area with a burning car and support pillars.

"I don't see anything," Peyton tells her dismissively.

"She's right," Laura tells them, causing Peyton to rack his gun.

"I'm getting sick of this bullshit," he says walking over to the railing.

"Peyton," Jill tries to stop him, but she walks right by her. Sudden rapidly fired gunshots ring out from somewhere, striking and killing Peyton.

"No!" Jill shouts, firing her pistol at the monstrous being as she works her way towards Peyton's body, but being forced to take cover.

"Nemesis," Alice mutters, mostly to herself, "Run. Just go." She tells them, turning to Laura, "watch them, I'll come find you." Laura hesitates a little, but considers that an order and following it. She runs after Jill and Terri as Alice approaches the railing, putting herself in the beasts' line of view.


End file.
